Letter of Intent


April 7th, 2004


Minquest Inc.
Mr. Richard Kern
4235 Christy Way
Reno, NV 89509


RE:      Gilman Property, Nevada


Dear Mr. Kern,


This letter is  intended  to serve an  indication  of the  undersigned's  intent
relating to the proposed option  purchase for the property  described above (the
"Property").  It is  understood  that  this  letter  constitutes  a  non-binding
expression  of intent  only and that any final and  binding  agreement  shall be
subject to the  preparation,  negotiation  and  execution  of  definitive  legal
documents (hereinafter the "Contract"). Subject to the foregoing limitations, it
is the mutual  intention  and  understanding  of the parties  that the terms and
conditions of the Contract to be entered into shall include,  among others,  the
following terms and conditions:

1.       Purchaser: American Goldfields Inc.

2.       Seller: MinQuest Inc.

3.       Property:  The Property to be optioned,  more particularly described in
         surveys  to  be  agreed  upon  by  both  parties  hereto,  as  well  as
         appurtenances  thereto,  including,  but not limited to, all leases and
         any and all other  rights,  title and  interests  that are  conveyed in
         similar transactions in the State of Nevada.

4.       Purchase Terms:

               a.       Payment to Minquest:                        Amount
                                                                  ----------
               b.       Upon Signing                              $10,000.00

                                          1st Anniversary         $15,000.00

                                          2nd Anniversary         $15,000.00

                                          3rd Anniversary         $15,000.00

                                          4th Anniversary         $15,000.00
                                          ----------------------------------
                                                     Total:       $70,000.00


               c. Property Expenditures:                            Amount
                                                                  ----------
                                    1st Year                      $50,000.00

                                    2nd Year                      $75,000.00

                                    3rd Year                     $100,000.00

                                    4th Year                     $100,000.00

                                    5th Year                     $125,000.00

               c.       Conditions:

                  i.       Completion of the above  schedule would earn American
                           Goldfields  Inc. a 100%  interest  in the  properties
                           subject to  Minquest  retaining a 3% royalty of which
                           2/3 can be purchased at a rate of $1,000,000 for each
                           1%.

                  ii.      Company will reimburse MinQuest all acquisition costs
                           associated   with  claim   staking  on  the  property
                           estimated to total $5,500.

                  iii.     Company assumes future carrying costs of the property
                           estimated at $3500 per year thereafter.

                  iv.      All figures are US Funds.

                  v.       The Company agrees to use Minquest to provide on-site
                           project  management  for the property at  competitive
                           commercial rates.

                  vi.      The  Company  is  interested  in  discussing  further
                           property options with Minquest.

5.       Deposit:  Within five (5) business days after the effective date of the
         Contract,  Purchaser  shall cause to be deposited  with  Minquest  (the
         "Title Company") the amount of ten thousand dollars ($10,000).

6.       Contract:  The contract for this purchase  shall be prepared  within 15
         days of acceptance of this Letter of Intent.

7.       Title:  Seller  at  Sellers  sole cost  shall  provide  existing  title
         documents and a map showing the location of the claims.

8.       Closing: Closing shall be at a time agreed to by the Buyer and Seller

9.       Assignment:  Purchaser  and  Seller  shall have the right to assign its
         rights to the Letter of Intent or the Contract.

10.      Other Documentation:  Seller hereby agrees that 10 days from acceptance
         of this Letter of Intent,  it shall provide Purchaser with all studies,
         engineering reports, site plans, agreements,  warranties and guarantees
         currently existing with respect to all or any part of the Property.

11.      Confidentiality:  Seller and its  principal  shareholders  or partners,
         employees,  agents and  representatives  will use good faith efforts to
         not disclose the subject  matter or terms of this Letter or transaction
         contemplated hereby.

If the  foregoing  properly  evidences  our  preliminary  understanding,  please
indicate your approval in the space  provided  below and return a fully executed
copy of this Letter of Intent to our  attention on or before 5:00 PM EST,  April
8th,  2004.  In the event such  approval is not received  prior to expiration of
such  specified  time  period,  this Letter of Intent  shall expire and be of no
further effect.


Very truly yours, PURCHASER:                ACCEPTED BY SELLER:



By:  /s/ Donald Neal                By:  /s/ Richard Kern
    ----------------------------        -----------------------------------

Name:             Donald Neal       Name:             Richard Kern


Company: American Goldfields Inc.   Company:Minquest Inc.


Title:            President         Title:            President


Date:             April 8th, 2004   Date:             April 8th, 2004